Material Construction Contracts. (a) The Borrower:
(i) shall not make or agree to any material amendment to any Main Construction Contract which would reasonably be expected to result in a Material Adverse Effect; and
(ii) shall not cancel, rescind or otherwise terminate or agree to any termination or accept any repudiation or purported repudiation of any Main Construction Contract, other than where:
(A) a replacement Main Construction Contract is reasonably likely to be (and is) entered into within three Months (or such longer period as the Technical Bank (in consultation with the Lenders’ Construction Consultant) may reasonably agree) of such event;
(B) the Borrower demonstrates to the Technical Bank’s reasonable satisfaction (in consultation with the Lenders’ Construction Consultant), that a replacement is unnecessary or where the failure to replace would not be reasonably expected to have a Material Adverse Effect; or
(C) the Technical Bank (in consultation with the Lenders’ Construction Consultant) and the Borrower agree that the part of the Integrated Resort Project to which that Main Construction Contract relates, has been modified or abandoned so that such contract is no longer required.
(b) The Borrower:
(i) shall:
(A) pay or procure to be paid punctually all sums due or to become due from it under the Material Construction Contracts and all other costs relating to the Integrated Resort Project for which it is liable in accordance with any Material Construction Contract (save for any bona fide dispute which the Borrower may have against the relevant parties to the Material Construction Contract entitling it to withhold payment or provide alternative security for payment pending such dispute or where the failure to make such payment would not reasonably be expected to have a Material Adverse Effect);
(B) duly comply with all its obligations, and take all reasonable steps to ensure due compliance by the other parties with all their respective obligations, under the Material Construction Contracts, in each case, where the failure to do so would reasonably be expected to have a Material Adverse Effect; and
(C) preserve and maintain all rights, franchises and privileges necessary, advisable or appropriate for or in connection with the Integrated Resort Project, in each case, where the failure to do so would reasonably be expected to have a Material Adverse Effect; and
(ii) to the extent within its reasonable control, shall use its commercially reasonable endeavours to remedy any conse...
Material Construction Contracts
